NILES PLUS FRAN: The Unimaginable Happens
by XFilesIBelieve
Summary: Fran is fed up with Mr. Sheffield not making his move. Niles offers a wild scheme to make him insanely jealous.
1. Whine, Despair, & Fran

NILES PLUS FRAN: The Unimaginable Happens 

Disclaimer: I don't own any of these wonderfully fabulous and well-rounded characters. If I did I'd retire and move to Boca with my grandma Yetta and...oh goodness I'm living in television world again. **Slapping self now**

Please be kind, this is my FIRST Nanny fic.

"Ohhh....Niiiles,"

Fran sighed putting her head down on the kitchen counter at the Sheffield residence.

"There, there Miss Fine," Niles replied soothingly, patting Fran on the back as he prepared the evening meal of chicken dumplings.

Fran lifted her mass of shiny dark curls up from the counter.

"But I don't know if he'll ever come around...he's so cold and indifferent and...British!!" She cast a glare in Niles' direction.

Niles chuckled, "You can't measure us all with the same ruler, Miss Fine...if I were Mr. Sheffield, I certainly would have cracked the first time you sat your mini-skirted self on MY desk."

"Aww thanks Niles..." Fran smiled pleasantly at him, "You're a true friend...you really mean that though??" Her voice reached a high pitch at the end of her question.

Niles cringed slightly, pausing in his work. "Why of course," he said in his husky baritone voice.

"Huh, well I wish Mr. Sheffield felt the same way. Ya know Ma's already making plans to have my tombstone read 'FRAN,THE UNMARRIED DAUGHTER: LOVED BY ALL EXCEPT A HUSBAND'."

Niles laughed throatily, "Oh dear, I hope it doesn't come to that, I have the highest hopes for you two. Not to mention the longest-running bet ever with the next door butler in your favor."

Fran pouted as she leaned over the counter, "But what can I do to change him around? I mean it has gotten to the point where he doesn't even pay attention to me anymore—"

She was cut off as Mr. Shefield entered the kitchen dropping a coffee mug in the sink.

Spotting Niles he said, "Oh Niles, do tell Miss Fine to step in my office when you see her."

He left the kitchen completely unawares that Fran had been sitting behind the counter the whole time.

Fran stared agape after him, "Ya see what I mean?? Honestly!"

"Well at least he still has you on his mind," Niles offered as he bent over to put the chicken in the oven.

Fran sighed, blowing a curl out of her face as she propped her elbows on the counter.

"Careful there," Niles warned her as she was about to put her elbows in some sticky chocolate residue.

"Hmm?"

Niles came by and wiped up the mess with a towel.

"Oh thanks."

"Anytime..." He suddenly leaned in towards her, his aquamarine eyes twinkling.

Fran looked up startled, "What?"

"Well, I do have an idea...that might help your situation."

Fran took a sip of coffee, holding the cup to her lips as she spoke, "What's that?"

"We could...pretend that you and I have a thing going on—"

He was interrupted by Fran's spitting out her coffee and choking at his remark. He tossed a napkin at her and continued.

"—and Mr. Sheffield would be insanely jealous especially since it's me. Little ol' Niles. He wouldn't believe it at first so we'd have to make it –" He broke off as he looked at Miss Fine.

"Whaaat?!" He cried exasperatedly.

Fran was laughing so hard she was shaking and no sound was coming out of her mouth--which was highly unusual for her.

"Anyway..." Niles continued yet again, "we'd have to make it seem real enough,"

He paused a moment in reflection.

"Of course I could lose my job over this but..."

He searched for the words.

"Bloody well! I've been looking for a change and I want you two to get together as much as your mother."

Fran paused in mid-laugh and gave him a look.

Niles retracted, "All right, no one on this entire Earth wants you two together more than her BUT I'm in a close second."

He stopped for a moment. "So what do you say? Are you game Miss Fine?"

Fran wiped tears from her eyes, "Oh haha!...I don't know Niles...ah ha haha!..." she trailed off incoherently.

"I still don't know what's so funny," he replied, his normally cultured English accent sounding a bit pouty.

Fran put an arm around his broad shoulders and kissed his smooth cheek, "Thanks for the offer. I'm going to go see what Mr. Sheffield wants."


	2. In Mr Sheffield's Office

Fran smoothed her black and white-striped miniskirt out right before she burst into Mr. Sheffield's office. She flung the door open and gave him a sexy smile.

"What can I ....dooo for you, Mr. Sheffield?" She cooed at him.

He didn't even look up from his paperwork. She slunk over to his desk and perched herself on the edge batting her eyelashes at him.

"Oh do sit down Miss Fine," he replied without looking up.

Fran made a face like 'What do you think I just did??'

Mr. Sheffield finally looked up.

"Oh! You are...well then. I wanted to talk to you about—"

"Us??" She interrupted him leaning forward.

"—Maggie," he finished giving her a raised eyebrow.

"OHH." Fran looked like she swallowed a sour grape.

"I am a little concerned. She's been spending quite a bit of time with that...oh what would you call him...boy toy of hers."

"Wish I had one of those," she muttered under her breath as she glanced at him.

"Hmm? Ah well anyway just make sure she's in by 11:00," he said absentmindedly while rifling through some headshots.

"A.M.? Sure," Fran said talking to herself again.

"Hm? Yes, yes," he replied. "Well that'll be all Miss Fine."

Fran made no move.

"Is there something else Miss Fine?"

"Boy do I wish..." she began muttering and changed tactics, "Well we need groceries..."

Mr. Sheffield pulled his wallet out and handed her several twenties.

Fran nodded eagerly and continued, "And uh I've been feeling a little under the weather..."

"Oh? Take the rest of the afternoon off."

"My motha' wants to stay for dinner..." she winced waiting for the groan.

"Yes, fine. Here's another $100 for groceries in that case," He murmured already engrossed in his work again.

Fran smiled and bent down close to his ear. "And you...." she whispered slyly, "I need you, want you...TAKE ME!"

"Hm? Oh well I'll take you to dinner at NEEDWAN'S China House soon, I promise."

Fran clenched her fists in aggravation, "Ah! That's it, just when I thought he was listenin'," she muttered to herself as she left his office.

Fran walked into the hall not paying much attention to the fact that she had slammed the door so hard it rattled in its hinges. She sighed dejectedly and walked into the living room picking up a plate of chocolate godivas.

Biting succulently into one she thought about Niles' idea and wondered if it was crazy enough to work. But she didn't want Niles to lose his job over such a crazy stunt; she loved him to death. He was her right arm. BUT ...upon hiring her Mr. Sheffield had never actually said she couldn't date the other help...

Niles wandered into the living room absentmindedly dusting picture frames but really keeping his eye on Miss Fine. She appeared deep in thought.

He walked over to her and put an arm on her shoulder.

"AGGHH!" Fran jumped a mile out of her skin.

Niles kept his composure and calmly asked, "Everything all right Miss Fine?"

"Great, just great!...Ohhh Nyyyuuules!!" Fran tried to force a smile as she held back a sob. Niles sat down beside her on the couch and wrapped his strong arms around her thin frame. He patted her back soothingly as she sniffled.

"Ffiles, ffffiles I fanna nyy yeh mdea," she said muffled through his embrace.

"Hmm?" He said pulling away so she could speak clearly. He pulled a handkerchief out of his suit pocket and gently wiped her eyes so her mascara wouldn't run.

She nodded gratefully and took a breath. "Niles...I want to try your idea." She pulled away searching his face.


	3. Hatching the Plan

He smiled warmly at her, "Very well Miss Fine…I'M YOURS," he teased her with his husky voice.

Fran giggled and playfully slapped him on the shoulder. "Oh, this is soo weird! I mean you and I…"

Niles put a hand to his chest, "Why Miss Fine, don't knock this Brit 'till you've tried him." With that he suavely pulled her to her feet with one arm.

"Oh!" Fran gasped.

He yanked her arm spinning her in to his chest. Up close, Fran sniffed him. "What's that cologne you're wearing there?"

"Lemon pledge Baby, you like?" He winked at her.

Fran laughed loudly. Playing along she danced her fingers over his tie tugging at it.

"I liiike it," she said coyly batting her eyes at him.

Pulling her in closer he said in a low voice, "I'll keep that in mind. You ever need anything dusted…well, you just let me know."

They both laughed together at this enjoying themselves. Suddenly 13 year-old Grace walked in munching on an apple. She stopped short when she saw Niles and Fran wrapped in each other's embracing arms and laughing hysterically. Her mouth dropped open and some pieces of apple fell out.

Fran finally noticed out of the corner of her eyes that Grace was standing there with her mouth agape and crunched up apple pieces on the floor.

"Ohh Honey!" She ran over to her and was about to explain the whole thing to her when she spotted Niles shaking his head furiously and mouthing, "DON'T".

"Um—go play with your dolls, sweetie," Fran said quickly.

"Fran, I haven't played with dolls since I was six," Grace protested.

"Right!…Uh go read your Freud, Honey." She ushered Grace out of the living room and came back to Niles.

"Whattsa matta? Why couldn'a I told Grace?"

Niles breathed in deeply, "Because, we have to keep up our front. We can't spoil everything by having the possibility of someone blabbing it.

"Oh….better not let Ma know about this then."

"So now, shall we continue practicing Miss Fine?" Niles said turning on his charm again.

"Of course," Fran said huskily, "Mister…uh…er…Niles."

"Miss Fine, don't think me a cad but I should like to kiss you," Niles flashed her a grin.

"Oh yes, well you have my permission," Fran giggled.

Niles leaned in close and Fran realized he was wearing more than Lemon Pledge. What was that? Old Spice? It smelled wonderful.

With his arms at his sides, he kissed her softly on her lips. His mouth was warm and soothing, his lips slightly parted. He tasted like peppermint altoids.

When he pulled away after a few seconds, Fran bit her lip in surprise, "Wow Niles…that was…really NICE. I'm in such amazement that you haven't been snatched up yet."

Niles ducked his head, embarrassed, "Ohh I'm not any good but thank you for saying so though."

"No, no. I mean it. I've had my share of kisses and that kiss just now definitely would have been in the top ten," she assured him.

"Well, shall we have another go at it then? There's more than one flavor to this Hagen-Daaz, Baby," Niles murmured alluringly.

"Hold on Busta, it'd be nice to have an audience and make this all worthwhile, ya know?"

"Miss Fiiine!" An unseen voice called.

"Oooo! Quick Niles! C'mere!!" Fran grabbed Niles by the lapels of his charcoal three-piece suit and pulled him forcefully towards her.


	4. Fireworks

_Sorry for taking so long to update this chapter. School has been kicking my butt. Exams next week but I'll still try to update again. Hope everyone is enjoying the fic, thanks to all who have reviewed, you're too kind! Glad you all like the Niles and Fran angle. Enjoy the chapter!_

"Kiss me now!" She cried. Niles cupped her cheeks in his hands and quickly brought her smooth-skinned face to meet his.

This time their kiss held much more passion. Fran found herself lost in his embrace and ran her hands through his soft dirty blonde hair. Thoughts ran through her mind, had Mr. Sheffield walked in on them yet? If he had, his mouth would probably be on the floor by now. Maybe he would say something…like "Miss Fiiine!!!" She better make this look good. She gripped Niles' locks and melded her body to form-fit against his.

Niles responded eagerly to her energy and began to run his hands through her silky and luscious curls. Fran was incredibly irresistible. He'd always thought she was a gorgeous woman with a magnetism un-paralleled by any other woman he'd known.

Fran was blown away…she'd never known Niles was so….AMOUROUS. The way he responded to her.

Suddenly Niles ran his hands down her back, along her spine, just barely grazing across the skin exposed on her upper-back and his hands stopping their track along the small of her back. Fran felt an uncontrollable shiver seize her and was unable to stop herself from shuddering in Niles' arms.

Mr. Sheffield at this time did indeed have his jaw dropped to the floor. Any lower and he'd need a spatula to scrape his chin off the carpet. The papers he'd been holding fluttered out of his hands and he stood stunned, unable to even yell "Miss Fiiine!".

Finally, much to both their reluctances, Niles pulled himself away from Fran's alluring embrace. They both looked over to see Mr. Sheffield who appeared to be trying to form words that just wouldn't come out of his mouth.

"Wha….dddda….I-I…huh?…" he mumbled incoherentlyl.

Fran shyly wiped her mouth with the tips of her fingers. Looking over at Niles, she realized she'd left behind some chinaberry lipstick on his mouth. She softly wiped his lips off with a clean fingertip. Her touch was like static electricity on Niles' already-on-fire mouth. He swallowed.

Mr. Sheffield was squinting as if he thought the whole thing was a dream. He finally got to his senses and began to open his mouth. Fran braced herself for the avalance.

"MISSS …FIIIIINE!!!"

"Yes?" She squeaked timidly.

"What….WHAT in the bloody hell is going ON?!"

"Um…weeell…" Fran began. She looked over at Niles, pleadingly.

Niles suavely stepped in, "We're very sorry sir. We didn't mean to have anyone walk in on us."

Mr. Sheffield looked flustered, "But …but how do you explain…THIS happening??"

Fran tried to sneak a glance at him to see if there was a spark of jealousy there in his face. There certainly was. His green eyes looked particularly vibrant and fiery.

Niles stepped in again, "Well you see that we….cannot help ourselves, sir. We work in such close proximity every day and well, it was bound to happen."

Mr. Sheffield took a deep breath, I seee youuu in my office?" He gritted his teeth.

"Certainly. After you." Niles looked over his shoulder and mouthed 'Don't worry' to Miss Fine. She looked like she was feeling bad for him but not bad enough to want to take his place.

IN MR. SHEFFIELD'S OFFICE

"Niles…I'm trying to understand what just happened out there? I mean," he stood face to face with Niles, "I thought you knew about…US," he said vaguely.

"US sir?"

"You know old man. Miss Fine and I." He looked at Niles questioningly.

"Well, I don't think SHE knows about that," Niles answered.

"But, but…how could you Niles? I mean, her and I …we…we…" he waved his hand around unsure of what to say.

" 'We' what sir?"

"Well um…uh…"

Niles started getting heated, "For heavens' sake, if you weren't such a cold, insensitive, dimwitted, blithering ninny, you could have snatched her up YEARS AGO!!!!….SIR."

Maxwell stared at him agape.

"You've been stringing her along. You've got to commit to her MAN! Or she'll find someone who will." Niles put it bluntly for him.

Maxwell looked as if he wanted to say something but changed his mind. He ran a hand through his thick dark hair.

He sighed, "Yes, I know…but I just don't think I can do that."

Niles groaned loudly.

Mr. Sheffield ignored it. "Its just things have been moving so fast—"

"Four years is fast? Maybe in dog years," Niles interrupted him. He was never going to get through to the man.

"Never mind," Maxwell interrupted irritably. He slumped down in his leather desk chair. "That'll be all for now Niles."

"Very well sir…hope you get your head screwed on straight before it's too late," He said under his breath as he walked out.

"What was that?"

"Dinner at eight!" Niles called over his shoulder.


	5. Just Playing the Part

Niles headed to the kitchen where he knew Miss Fine would be, indulging herself with some sort of comfort food. When he opened the swinging door he saw her sitting behind the counter glumly spooning Cookies & Cream ice-cream into her mouth, straight out of the carton.

He chuckled knowingly and walked over to her.

"So…how'd it go?" She asked quietly.

"We-ll, I still have _my_ life but I don't think we'll be hearing the pitter-patter of Fine and Sheffield children anytime soon," he said hesitantly.

Fran nodded slowly, "I figured as much." She sat up on the kitchen stool and faced him directly. He put an arm around her shoulders reassuringly. She smiled up at him. His soft eyes crinkled and she noticed for the first time how handsome he was when he smiled. He really seemed to light up the room. It was quite adorable.

She reached her arms up around his head as if pulling him down to her for a hug when suddenly she caught his piercing blue liquid eyes staring into her soft brown ones. Her forehead felt feverish and suddenly her lungs seemed to have stopped functioning.

Niles didn't know what was going on. All he knew was that Fran had her arms around his neck and he was unable to take his eyes off of her. He swallowed hard. His normal sensible thought processes had gone out the window. His feelings had completely taken over his body and mind. His physical temperature seemed to have raised itself a good 10 degrees as well. He could feel sweat forming at the nape of his neck. What was Miss Fine going to do? What would he do if she did do it….His heart thudded in his chest like a bass drum. The echo seemed so loud to him. It was as if there was no other organs inside his hollow body but his heart.

Fran suddenly slid off the stool keeping her arms around his neck. She stood close to him, keeping his gaze. He could feel the fabric of her blouse brushing against this suit-jacket. His insides were melting.

Abandoning the world around her, Fran, no longer able to hold back this intensely heat-charged electricity around her, slowly pulled Niles' head down.

She paused slightly to make sure it wasn't just her feeling this way, and Niles, on his own brought his mouth down to meet hers. He wrapped his muscled arms around her waist in a tightening embrace.

Fran responded hungrily. Their kiss intensified with passion. This was no tender kiss like before. It was as if they were two racehorses let out of their gates to charge the track. All of their pent-up and unknown and unexplored feelings poured into the kiss.

Niles gripped Fran's well-toned sides and she arched her back in their embrace, pushing herself closer to him. She ran her fingertips down his back, her nails beginning to dig into his back. Niles moaned deeply.

His thoughts suddenly seemed to be returning to him like the numbness wearing off after a cavity filling. Unwanting to pull himself away, his walking-on-air feeling was dissipating just like a tide drawing back from the shore. He gently pulled his tingling mouth back from Miss Fine's. He took a deep shuddering breath.

Miss Fine looked completely frazzled. Her hair hung wildly around her shoulders. She smoothed it out a bit and smiled at him.

Niles closed his eyes for a moment. "You must forgive me Miss Fine. I really didn't mean to ahem …well you know."

"Niles," Fran said softly putting a hand on his shoulder. He looked down at her hand. "Really, it's all right. We just---got caught up in the moment, playing the part, that's all."

"Playing the part!" Niles laughed nervously, "Of course, of course. That's all it was."

Fran looked at him puzzled. "You ok Niles?"

He nodded wanting to make an exit, "Yes..uh..I'm going to finish up some cleaning. Let me know if anything happens between the two of you."

"Sure," she replied feeling like Niles was trying to avoid her. Oh well…she herself felt a little strange too after that unexpected kiss. Maybe it was just a comfort kiss, yeah, that's right. She was feeling depressed and she had latched onto him. And Niles, being the sweet guy that he was had gone along with it. Of course, that's all it was. But if that was all it was….why was she thinking about him still? His intense blue eyes that pierced her, his charm, his smile that simmered her insides, his soothing deep and sexy voice…whoa! Wait a minute! SEXY? _NILES??_ She couldn't believe herself. Feeling like this. She better call Val and talk to someone about this.

EARLY THE NEXT MORNING 

Val and Fran were seated at the kitchen table munching heartily on donuts and sipping steaming black coffee.

"I'm tellin' ya Val," Fran said through a mouthful of lemon crème, "It's very VERY weird."

"I can't believe you and Niles are pretending to be—"

"I know." Fran nodded.

"…and then you kissed three times!"

"Yep…"

"…and now you can't stop thinking about him!!" Val finished in a loud voice.

"A little louder Val, I don't think they heard you in Boca!!" Fran said annoyed.

"Oh sorry, Fran. It's just so…weird," Val shook her head in disbelief.

"I know, I know. I can't figure out what's wrong with me. I mean me and Ni—" She cut herself off with a start as Niles entered from the outside kitchen door. "Nikes!" She switched quickly, "Me in Nikes?!…I just can't …believe that."

"What are you talking about, Fran?" Val asked unawares that Niles had entered from behind her. "I thought we were talking about you and Ni-" Fran quickly shoved a raspberry donut in her friend's mouth. She looked at Niles who had an amused expression. Laughing nervously Fran said, "Val can't believe it either, haha…"

"Mm…I see," Niles said unloading grocery bags onto the counter.

Fran shot Val a look, daggers in her eyes. Val shot her hands in the air, 'What??' she mouthed. Fran looked over at Niles who looked like he was trying to hide something he was pulling out of a bag.

"Whatcha got there Niles?" She asked nonchalantly as she tried to peek over his shoulder.

"Oh…nothing," he said looking guilty.

"C'mon, please let me see!" She begged.

"Oh all right," Niles gave in reluctantly. He pulled out of the grocery bag a dozen fresh-picked roses. "These are for you," he said quietly and turned away, walking towards the fridge.

Fran's jaw dropped and she made eye-contact with Val. "WOOWW" She mouthed to her.

"Oh Niles, you doll, you! This is really sweet. You didn't have to—" she began.

"—we have to make it look convincing Miss Fine," Niles said calmly.

"I could get used to this treatment," she smiled adoringly at Niles. "Thank you Niles," she sashayed over to him and gave him a light kiss on the cheek.

Niles felt a little tingle. His cheek flushed with embarrassment. He busied himself with putting away the rest of the groceries.

Fran looked over at Val again and cocked her head in the direction of the living room.

Val looked confused.

Fran repeated the motion with more emphasis this time.

"Whattsa matta Fran? You gotta crick in your neck?" Val asked.

"Living ROOM, VAL," Fran said loudly, irritated with her. "TO THE LIVING ROOM!!"


	6. Kitchen Time

Val nodded and followed her out of the kitchen.

"This was really so adoring of him," she said to her friend as she sniffed the sweet scent of the roses. "I'm really going to have to make a big show of it in front of Mr. Sheffield.

She heard some motion on the stairs and began talking loudly, careful to be understood.

"WOW Val, LOOK at these _gooorgeous_ roses NILES gave me," She motioned to her friend to continue as Mr. Sheffield entered the living room.

"Oh YESSS Fran, they are beautiful. So _nice_ of NILES to get those for you," Val played along.

"What's going on here?" Mr. Sheffield asked them, his brow furrowing as he entered the foyer.

Fran walked by him, dangling the roses under his nose. She plopped them into a vase sitting on the end table in the middle of the foyer, and arranged them carefully.

"Ohh," she said airily, "Val and I were just admiring Niles' good taste," she turned around to face him.

Mr. Sheffield seethed slightly but kept his composure. "How…lovely," he muttered as he stomped of.

Fran looked triumphantly after him. "It's finally getting' to him, Val. Now if he'd only do something about it. I mean whyyy hasn't he??" She moaned to her friend.

Val threw her hands up, "I dunno Fran…maybe you oughta speed things up between you and Niles. Make it look like you're really serious and not just having a fling."

Fran stared blankly at her friend.

"VAL!!"

"What??"

"That is …a … really GREAT idea. Sometimes you really surprise me." She complimented her still in disbelief.

"It's just like the time I got the idea to take Yetta to the kids shows at the cineplex."

"Uh…NO Val, don't you remember how she tried to go home with the family that had 12 kids and claimed that she was their long lost cousin?" Fran cried. "Anyways, this idea needs work. I better go run it by Niles." As soon as she said his name she felt a little tug of attachment. She paused for a moment, thinking on it.

"Ok Fran, I'm going to head on home then. Call me." Val said as she gathered her coat and left out the front door.

Fran stood in the foyer a moment. What was she wearing?…ACK! Her pale-blue bathrobe?? Her hair disheveled and awry. Gosh what a mess. This could take hours. But wait, what was she thinking? She only wanted to talk to her best friend, Niles. Why should she bother getting all dressed up? Well…no harm in it anyway. She couldn't lounge around all day in this get-up. She'd just put on something simple…her tight red mini-skirt…and fix her hair a bit…curling iron a must…dab on some lipstick…blush, mascara, yeah pretty much the works. She quickly went up the stairs.

She returned down the same stairs not too much later. She checked herself in the mirror. She had decided on her shimmery red mini-skirt, black tights, and a black off-the-shoulders mohair sweater. Gorgeous. She waltzed into the kitchen in her polished black designer shoes and stopped short unable to believe what she was hearing…and seeing.

Niles had put a little tape player out on the counter and was cranking U2's "Hold Me, Thrill Me, Kiss Me , Kill Me" at full blast. She looked over at Niles who had taken off his suit-jacket and was now wearing his navy vest with a white dress-shirt underneath. He had rolled up his sleeves and was up to his elbows in sudsy water as he scrubbed a metal pan furiously.

Fran stood for a moment, enthralled. He had yet to notice her presence. She watched his well-defined biceps work to scourge the pan. His shirt was rolled up just enough that it was taut around his muscles. A few thick strands of his sandy blonde hair had fallen across his forehead. It was such a contrast to his normally immaculate appearance. There was something about that…that and the music playing and the fact that he had his sleeves rolled up and that he was working so hard. Something very alluring – her attention was suddenly focused on his hair again. Though he was engaged in his work, he'd begun to bob his head to the music and his hair had fallen into his eyes. Fran watched intently. He began to lift his soapy hand up to brush it aside when Fran suddenly moved to his left side.

"Allow me," she said in a huskily low voice.

Niles, startled, looked up at her. She reached a hand out and ever so gently, brushed the lock behind his ear. Niles' face flushed slightly. He nodded his thanks and reached for a dishtowel. He dried his hands, keeping his eyes on Fran the whole time. His hands shook slightly. What was this? Why was she having this effect on him? Maybe it was what she was wearing…yes….that mini-skirt certainly quickened his pulse. And the skin of her shoulders was exposed. He wanted to look away, he really did. but he found himself unable to. He let out a ragged shuddering breath.


	7. Revamping the Plan

The song finally ended thank goodness. Niles knew this was the end of the tape and he stuck a hand out to turn it off.

"What can I do for you, Miss Fine?" He managed to say.

"I didn't know you listened to U2," Fran said with a smile. "It seems very unlike you."

"Sorry to mislead…." he murmured his eyes dancing over Fran.

"No…it's, it's nice," she said her smile widening. His silky blue eyes caught her cavernous brown ones for a moment. Fran slowly changed topics. "Listen, I think we should amp things up between us."

Niles lifted an eyebrow at her. "Amp?"

"Yeah, you know, speed things up. Really make Mr. Sheffield jealous by making things look serious between us."

"Hmm…I see," Niles said huskily. "I'm game but how do you propose to make this happen?"

Fran grinned mischievously, "We—ll I do have this plan. A plan of d..e..c..p..t..i..o..n."

"Ohh Miss Fine, I love the way your –mind works," he replied looking interested. He liked the way her eyes lit up whenever she was hatching some crazy I Love Lucy-esque plot. He propped his bare elbow on the counter and leaned in, "Do dish girlfriend."

Fran laughed and patted him on the arm, "All right, here's the plan. This will make Mr. Sheffield so jealous, he'll just be out of his mind. He'll be mad with jealousy, enraged with jealousy, he'll want me so bad—"

"Miss Fine…" Niles whined.

"Oh! Sorrrry."

"You're such a tease," he muttered his voice full of double entendre.

"Oh Niles!" Fran chose to slap him on the shoulder this time. "You dog. Ok so here's what we do. We make believe you and I are going away together for the weekend. Someplace exotic…hmm…how does the Florida Keys sound to you? A cruise around the keys?"

"Mm very romantic," Niles offered watching her.

"So we pretend we're going on this cruise and make a big deal out of the whole thing too. We could go on shopping spree and get a bunch of stuff, new clothes are a must. Don't panic," she said noticing his worried expression, "We'll make sure it's all returnable. And Mr. Sheffield will be aside himself with jealousy and stop us before we can get out the door."

Niles nodded, "But Miss Fine what if he doesn't stop us?"

"Well we get to sulk over cocktails while watching a gorgeous sunset over crystal-blue waters. Either way we win!"

"Shall I pull the Mercedes around for us to get started on our shopping?"

"You bet!" Fran hung on his shoulder for a minute. Niles looked down at her. "By the way Niles…"

"Hm?"

"Thanks for doing all this; you're the best friend a girl could have. She glanced up into his eyes like the bluest of oceans. A moment passed. Niles blinked. Fran wanted to hug him but he gently pulled away. "Be back in a moment," he said as he disappeared out the back door.


	8. Jealousy Sparks

_Thanks guys for the wonderful reviews! You're all my inspiration to keep writin' ) _

Mr. Sheffield suddenly entered looking breathtakingly adorable much to Fran's chagrin. He must have changed since she showed off her flowers to him. He was dressed down wearing a navy v-neck long-sleeved shirt and a pair of tight-fitting light blue Levi's.

"Ah Miss Fine…no Niles following you around I see."

Fran painstakingly pulled her attention from his appearance aspect…particularly the way his tucus looked in those jeans and said huffily, "Well, actually he's pulling the car around for us now."

"Oh?" Mr. Sheffield lifted an eyebrow. He had suddenly moved a little closer to her. My how wonderful Miss Fine looked, he thought to himself. So intoxicating. That sweater falling off her shoulders was not helping him to control his feelings. In fact, it was driving him crazy.

Fran's breathing was becoming staggered. "Yes, we uh…" she reluctantly started moving backwards, "We're headed out to buy some clothes for our trip."

"Trip?" Mr. Sheffield's face began darkening like a thunderhead moving in.

Fran took a deep breath, "Yes," she said coyly, "we just so happen to be taking a cruise around the Florida Keys."

"Oh REALLY?" His voice had an edge to it. An exceptionally hard one.

"Well you did give us both off next weekend so we just happen to be spending our time off—together." Fran replied trying not to watch his stormy face.

"Oh…as friends then?"

"We—ll …."Fran didn't really know how to respond. She hoped this plan of hers was working and not exploding back in her face. She took a chance. "Maybe more?" She squeaked timidly.

This was the clincher.

Mr. Sheffield's handsome face deepened a shade of red Fran didn't think was possible. He slammed his clenched fist he was holding on the counter. The plates on it rattled. He winced slightly. You could tell he'd hurt himself a bit.

"Fine…FINE," he muttered. A muscle in his neck twitched and he stared at Miss Fine for a moment. She was unable to look him straight in the eyes. Man this was torture. She wanted to confess everything and throw her arms around him and tell her she loved him and have him tell her he loved her and then TAKE IT BACK….yeah forget that…forget that pain…screw him. She stared flauntingly back into his eyes. The tension you could cut with a knife. Finally, Mr. Sheffield spun around on his heels and left the room.

Niles reappeared at the back door. "All ready Miss Fine?"

Fran turned around and took a deep refreshing breath. "I most certainly am…ready to make that man suffer…" she said mostly to herself.

"Pardon?"

"Oh nothing. Let's go shopping!" Fran said eagerly as she shrugged off what had just happened. They stepped outside where it had begun to snow lightly.

They headed down to Loehman's first. As they walked together towards the store, Fran suddenly shivered.

"Miss Fine, you must be freezing," Niles said pointing out her attire. She had thrown on a light jacket over her off-the-shoulder sweater but that was all. "Here, have my overcoat," Niles said pulling off his thick black wool coat.

Fran shook her head, "Oh no Niles, I'm fine. Don't worry about it."

"Nonsense," he replied, his coat already off. He stepped around behind her. Gingerly, he helped her arms through it. Fran caught a whiff of that fabulous Old Spice scent on him as finished putting the coat on her. She was suddenly warm all over and closed her eyes for a moment enjoying the warmth of the coat and Niles' soothing scent on it.

"Everything all right?" Niles asked tenderly as he watched her.

"Mm? Oh yes, thank you so much." She impulsively grabbed his gloved hand. He was taken aback for a second but didn't pull away. He lifted an eyebrow at her.

"C'mon let's go spend money!"


	9. Icing

Afterwards, with heavy packages and light-weight wallets, Fran and Niles dumped their parcels off inside the Mercedes. As they pulled away from the curb Niles suddenly got an idea. He looked over at Miss Fine who was engrossed in the windows of the big stores that were whizzing by as they drove.

He coughed quietly. "Uh Miss Fine, we still have a few hours of daylight left. What do you say to a little ice-skating?"

Fran looked at him with an expression of slight surprise. This was unusual. She wasn't much of an ice-skater, wasn't much of a sports person either. But what the heck, it was something different. And she really enjoyed spending time with Niles. She was able to talk to him in a way that she couldn't with most guys, including even Mr. Sheffield.

She smiled broadly at him, "Sure, why not?"

Niles flashed a grin of his own, secretly relieved. He was afraid she'd turn him down. He knew outdoor sports weren't exactly her cup of tea. He parked the car in front of the Rockefeller Center. He and Miss Fine trooped down to rent skates.

They sat down on a bench to take their shoes off. The snow was still coming down lightly and Niles looked over at Miss Fine. She was gingerly stepping out of her designer shoes and her hair, which had been straightened that morning, swept across her face with flecks of snow in it. He noticed how the light reflected the melting snow in her hair giving her head a sort of sparkly, crystal-like appearance.

She abruptly looked over at him and caught Niles eyeing her. "Whaat? Is there something wrong? Do I look funny?"

Niles was embarrassed that he'd been caught looking at her. "Oh! No of course not…uh but…" he thought of something quickly, "Your ear muffs are a tad crooked." He reached over and adjusted her ear muffs for her. "There, much better now."

"Thanks."

"Anytime."

"Oh darnit!" Fran cried out suddenly. She threw her muffs off in frustration.

"What's the matter?" Niles asked as he finished tying up his last skate.

"I can't get my skate on. It's too tight. And this was the biggest size they had. Oy, I have such big feet!" Fran wailed.

"There, there Miss Fine. Let me take a look." Niles knelt down on his knees so that he was facing Miss Fine seated on the bench. He gently took her stockinged foot in his gloved hand. He pulled the skate up to her foot and suddenly stopped.

"What?" She asked.

"Oh these gloves. Hold on a moment." He took his gloves off and took her foot in his hand again. Fran could feel the warmth coming off of his fingers. It warmed her practically numbed foot.

"Mmm…" she murmured softly not even realizing she had vocalized it. Niles looked up at her. Funny, she had a look on her face that showed her enormous satisfaction of his holding her foot.

"Are my hands warm?" He asked.

"Hm, what? Oh!" Fran realized then that Niles was staring at her. A few tiny snowflakes had fallen on his face near his electric-blue eyes. They were shining brightly at her. She laughed loudly. "Yes, they are. You know I feel like Cinderella, wishing the glass slipper would fit." She jumped into character, "Oh! My Prince, try the slipper on me!"

It was Niles' turn to laugh. She was such a joy to be with. "All right my dear," he said slipping into the part, "Let us see if the slipper be fitting." He gave her foot a little shove and suddenly it was in the skate.

Fran threw her arms around his neck, "Oh! My Prince! My Hero!"

Niles chuckled feeling suddenly warmed by her embrace.

"All right, one more to go." He picked up her right skate and slid it on as before.

Fran realized one of the laces had gotten caught inside the skate and she bent her head down to pull it off. Niles smelt a wave of a flowery lavender scent flaring in his nostrils. The presence of Miss Fine so close to him caused him to look up and see her hovering about half an inch from his bright-eyed face. He sucked in a deep breath.

Fran caught his eyes with her own. She felt a nervous clenching balled up in her stomach. He was staring straight at her, not looking away. Niles felt the below freezing temperature of the outdoors shoot up to tropical climate conditions. His heart raced and his mouth felt strangely dry.

Unable to help herself or even realize what she was doing, Fran stared at his firm and well-defined mouth. She swallowed but here was no moisture in her mouth. Her breathing had become erratic and suddenly stopped altogether as Niles put a hand lightly on her thigh. Her thigh tingled and suddenly her feet weren't the only part of her body that had gone numb. For once in her life she knew what she wanted. What she wanted at that moment was to be in his strong arms, she wanted to run her hands through his corn-silk hair, she wanted to feel his smooth-skinned cheek brushed up against hers and smell his intoxicating scent.

Niles watched her fixedly. Her warm breath brought life into his slowly numbing face. He slowly brought his head around to the left side of her face. His mouth was centimeters from Fran's face. Ever so tenderly, he brought his lips to her cool cheek and kissed it. He held it a moment and slowly let go. Fran felt her entire left side of her body go numb. The feel of Niles' mouth and his presence so closely to made her feel very loopy- almost as if she were drugged. She let out a breath she'd been holding for some time.

Niles put his lips to her cheek again and again. Her face was suddenly warming up. She sighed with pleasure.

"Miss Fine…" he muttered still trailing kisses across her cheek and gradually nearing her ear.

"Hmm?" Fran closed her eyes tilting her head back slightly.

"I want….you…to know…this isn't part of 'playing the part'…" He hovered next to her ear. His silky smooth voice sent a tingle down Fran's spine. "This is me, NOT me playing the part." With that said he brought his lips to her ear lobe and kissed it lightly, continuing on up her ear. Fran shivered with delight. Her ears were quite possibly the most sensitive part of her. When she felt the smooth wetness of his tongue trace the outline of her ear, Fran thought she would die. She felt as if her brain had been inserted with helium and any moment she would start spinning up towards the heavens. She moaned with satisfaction, "Ohh…Niiiles…"

Not wanting to but feeling he must stop himself, Niles gently pulled back. He certainly wanted to continue…she…she had infected him like a virus.

She looked up at him suddenly, her face filled with worry. "Oh Niles….I ….I feel sort of confused. I'm not sure that this is…." she trailed off trying to find the words to explain but they wouldn't come.

Niles' face dropped slowly. This wasn't the reaction he was expecting. He felt a tug from within him as if his chest muscles had been severely strained.

_She looked so lost to him._

She put a hand to his cheek and Niles straightened up. She stood up to his level. "I'm so sorry sweetie…can you take me home please?" Fran looked away quickly as she bit her lip.

Niles swallowed hard, "Sure…certainly Miss Fine."

Fran felt terrible as she saw Niles' shoulders droop. He looked like a wounded puppy. She did this to him…she started it…she played along as if her and Niles were really….and he had started to actually fall for her. And how was this affecting her? This little game of pretend love? She knew how she still felt about Mr. Sheffield. And she couldn't get him out of her mind. But she couldn't believe she had done this to Niles. Her best friend. She was starting to get what she wanted. Mr. Sheffield was getting increasingly jealous…but at the cost of hurting Niles. The thought chilled her to the bone. None of it seemed worth it. A horrible ache gnawed at her insides and though she tried to get Niles to look at her during the ride home, he wouldn't meet her eyes.


	10. It All Comes Down

AT THE SHEFFIELD MANSION

Mr. Sheffield poured over his paperwork trying to get his mind off of one thing- Miss Fine and Niles. Every time he thought of the two of them he felt his face heat up and anger rise in him.

C.C., back from a two-week business trip to California, glanced at him from the couch across the room of his office.

"Maxwell?"

"Hm?" He replied half-interestedly.

"What seems to be the trouble? You've been so quiet and reserved since I came back this morning." She looked around for a moment, "And something else is different…something's missing. Actually two things. Where's the Whine a.k.a. Nanny Fine? And speaking of her, where's Butler Boy?"

Maxwell's mouth twitched to the side. "They're out shopping," he said tersely.

"Oh? Together?"

"Yesss." Maxwell gritted his teeth.

"Max-we-ell, you look so tense," C.C. walked behind his chair and put her hands on his shoulders. "Let me give you a shoulder rub," she said huskily.

Maxwell glanced up at her and scooted away. "No! That's quite all right, C.C. Thanks for the thought." He inhaled a deep breath and took his reading glasses off.

"You know…if you miss Nanny Fine, I could gladly fill in for her," C.C. said, her voice getting deeper and lower. She hopped onto his desk. Papers flew in all directions.

Maxwell stood up, "NO. Really, I'm fine. I just need to get my mind off of some things…or some people."

C.C. looked into his face questioningly. "So what is going on between Nanny Fine and Niles? The uh…the girl…the little one…uh…"

"Gracie?"

"Yeah! That one said they'd been awful chummy lately. More than usual…like going out a lot, just the two of them."

Maxwell slammed the desk drawer he'd opened shut. "I'm sorry C.C.," Maxwell headed for the door, "I really can't work right now. I need to go…and think." He quickly left the room.

C.C. looked around alone and bewildered at Maxwell's hasty departure. "Call me!" She shouted after him.

Maxwell headed for the kitchen, loosening his tie and dropped it over a chair. He undid the top two buttons of his shirt and opened the fridge. He was a bundle of nerves. Something to soothe…something to soothe…his eyes scanned the contents. Ah, a bottle of vintage white wine. That would be calming. He poured himself a glass and thinking about it, decided to take the whole bottle out with him to the living room. He settled himself on the couch. He could hear the children faintly. They must be upstairs. He hoped they wouldn't come down and see him like this. His thoughts of course, wandered to Miss Fine. He wondered what she was doing…where she was…was she thinking about him?

Bloody hell! Why had he been so stupid? He should have known she'd find someone else if he…if he didn't tell her how he really felt. He just didn't know that that "someone else" was going to be his right-arm, his companion, his friend—Niles. Oh how he missed her. He missed her so much. H glumly drank his wine and undid another button on his shirt without thinking.

Suddenly the front door burst open. Maxwell turned around to see Fran and Niles looking as gloomy as he felt.

"I'll take your packages up for you Miss Fine," Niles said quietly and headed upstairs. Fran nodded and slowly hung up her coat in the closet. She shut the door and leaned on it for a moment. A sharp exhale of breath escaped her and she put a hand to her eyes. Apparently she hadn't even noticed Mr. Sheffield watching her from the couch.

At first Maxwell thought she might just be exhausted. Worn out from shopping and all. But then suddenly he heard her sniffle and realized—she was crying. What on earth? He instantly felt drawn to her and willed himself to stay on the couch. He watched her, feeling extremely uncomfortable. Like he was watching her getting undressed. He saw her fumbling through the coat closet, picking through her coat pockets. He realized what she was looking for.

In the next instant he was at her side clutching the box of tissues from the living room coffee table. For a moment, she didn't know he was there and he wafted in her flowery fragrance. His eyes wandered over her hair that gleamed from the wet snow in it. Her head suddenly jerked up and Ran realized that Mr. Sheffield was standing right behind her. She knew it was him because she smelled his sharp musky cologne. It always had made her feel faint and intoxicated. He was very close to her, she could easily sense that. She felt her neck tingling from his breath on her. She tried blinking back her tears and was mostly unsuccessful in her attempts. She tried straightening up to look her best and all that. To not let him know the state of hurt she was in. But these efforts exhausted her and she finally just turned around, the wreck that she was, and let him see her.

He was holding a box of tissues as if it were a barrier between them. He held them out to her, a sort of peace offering. She nodded, still blinking back tears and unwilling to let him see her face. She quickly blew her nose and dropped the tissue as she finally looked up at him.

The first thing she noticed was his shirt buttons undone. Oh how that made him look _so_ sexy. Why did he have to do that? Great, now that was all she was going to think about. She took her gaze upward and noticed also his thick dark hair was somewhat disheveled and his face showed tiredness in it.

As she looked up at him, Maxwell saw that her eyes were shining like those crystals you hung on your rearview mirror to catch the sunlight. He looked at her, his heart going out to her. N matter what was going on, he still was greatly affected by Miss Fine's being terribly upset. He sat the tissue box down on the end-table and took a step towards her.


	11. Happily Ever After?

Through her watery eyes Fran watched Mr. Sheffield, his broad shoulders moving towards her. She looked into his warm eyes, captivated by them. A sob escaped her and suddenly she felt herself drawn into his embrace. His strong arms pulled in her trembling body for a tight hug. She buried her face in his chest smelling the soft scent of spring rain from his shirt.

"Ohh Miss Fine," he murmured, his chin nesting above her dark hair.

She cried quietly into his shirt, the tears salting her eyes and rolling down her cheeks onto his shirt. Mr. Sheffield pulled away to look into her face, his hands smoothing her hair. He held her at arms length.

"What is it Miss Fine?" He asked huskily, his voice thick.

Fran shook her head, "Ohh Mr. Sh..Shh…Shefffffield, I've made a mess of things again…" Her eyes began to swell with fresh tears as she spoke. "I just never learn…to…to…"

"What?" He asked softly.

"To leave well enough alooone…" she sobbed.

"How's that?" He put a hand to her face rubbing his thumb over her cheek as he watched her, his dark green eyes piercing her.

She bit her lip, afraid to spill out the truth that was ready to pour out from her, gushing, any moment now. She was tired of the charade. Tired of putting up a false face and inadvertently hurting those she loved. She finally breathed in a deep shuddering breath and her thoughts became somewhat clearer. His eyes were boring into her and she felt like he could probably already read her mind. But she had to come clean anyway. Confession was good for the soul. The truth was to come out…NOW.

"Hmm?" He gently pried at her.

She had to get this over with…now or never…maybe never was a better option? She could just turn around and walk out the door?…Yeah…and move to Boca with her parents, sure….nah that won't do. DARNIT.

"Umm…Mr. Sheffield, I have to be honest with you. I…." She found herself unable to look into his entrancing gaze any longer. "I've been lying to you. I cooked up a scheme, well you know me…" She laughed bitterly, "…and of course, it blew up in my face."

"A scheme?" He questioned his hands withdrawing from her face and suddenly Fran felt very cold all over.

"Um yeah…um…I got it in my head that I needed to make you jealous so I dragged Niles into my scheme…it was all my fault," she stressed trying to make sure he wouldn't blame poor Niles for her stunt, "And um…I wanted to get you jealous by making it seem like Niles and I were together." She stopped, wincing at what he might say.

"The whole time? So you two really aren't…" He asked.

"NO!" She answered quickly.

"We-ll," he sighed deeply, rubbing the bridge of his nose tiredly, "All of this…to make ME jealous?"

Fran glanced at him for a moment and looked away again. "Yes," she said in an almost whisper. "I'm so sorry Mr. Sheffield, I--"

He held up a hand to stop her. "Well I must say Miss Fine, to be honest with you, your 'plan' worked. Worked quite well actually…quite well indeed," he finished quietly.

"Wait…so…"

"Ohh Miss Fine," he sad cupping her chin in his hands, "you had me going out of my mind for you."

Fran paused, taken aback greatly. She hadn't expected this at all. Screaming, shouting, maybe objects flying through the air but certainly not the tenderhearted confession Mr. Sheffield was giving to her. She had him going out of his mind, huh? Maybe this plan hadn't been such a bad idea…but then there was Niles…

"Well then, you're not mad at me?" She asked timidly.

"Maybe _irked_ slightly," he said with a soft smile. "Truly your real 'intentions', those being to get me to notice you more and all—were not dishonorable."

Fran smiled broadly at him, "Then you—forgive me?" She asked sweetly, the grip on her heart beginning to release its clench somewhat.

Mr. Sheffield looked at her intently, all serious now. He put his hands on her shoulders, his eyes staring into hers. "Yes, I do," he murmured in his gorgeous British accent that made Fran melt. He pulled her close to him and Fran held her breath unsure of what was to happen. Without any hesitations, suddenly his mouth was on hers. Warm and soft. Fran dissolved into his arms and felt herself slipping through his grasp as he kissed her tenderly. She reached her hands up to run them through his thick curly hair. Oh how that felt good. She tasted the faintness of wine on his breath and wondered if he'd been drinking because of her.

Maxwell drunk her in, exploring her mouth with his tongue. She certainly had a spell over him. He was completely in awe of her. His hands went up to hold the sides of her face and he gently pulled his mouth away from hers. He kept her face close to his however and said quietly, "Miss Fine,…Fran," he grinned handsomely at her, "I'm not going to drag my heels this time. I'm not going to be a…a…schmegeggie?" He offered.

Fran nodded.

"…and take it back this time."

Fran gasped unable to believe what he was leading up to.

"I love you Fran," he said firmly, "And I mean it."

"No…no taking back?" Fran asked meekly.

"No," he replied.

"Oh…Mr….I mean Maxwell!" She threw her arms around his neck, almost throwing him off balance. "I love you too," she whispered in his ear and suddenly a picture of Niles formed in her mind. He was to thank of course for his dedication in helping her…but she had been misleading him. Unawares of course and she had to apologize to him and in fact, she just couldn't get him out of her mind. She had to talk to him. NOW. She gave Maxwell a lingering kiss and then pulled away. "Excuse me for a moment. There's someone I need to talk to."

Maxwell nodded, "Of course. I'm sure he'll be very happy to hear it."

Fran nodded but not reassuringly. Somehow she doubted the "very happy" part.

"And your mother?"

"OH!" Fran gasped, "Ma!…I'll call her right after." She started heading up the stairs and looked back at Maxwell who was making his way towards the kitchen. He turned around, feeling her eyes on him and gave her a comforting smile. She smiled back and continued going up the stairs. She inhaled a deep breath planning out what she was going to say to Niles.

Wow. This was going to be hard. If it had happened under different circumstances-her and Mr. Sheffield, she would have been running up these stairs. Instead she was grudgingly lifting her feet, stair by stair. An unconscious part of her mind surfaced the memory of her and Niles—hatching the plot, kissing in front of Mr. Sheffield, them kissing in the kitchen, Niles kissing her face at Rockefeller Center…suddenly her heart felt very tight and painful. Fond memories—they'd had some good times this past week. But that's all it was, right? Just some fun, a trick on Mr. Sheffield. And Niles had just gotten overly caught up in the game. That's all. He didn't REALLY fall for her. She had just gotten him all confused. And now she could help set him straight. Right. So what was this knot in her stomach for? She was fearful that now she couldn't talk to her best friend in the same way. Well she would make every effort to make it up to him and be the best friend she could to him. Starting now.

She timidly knocked on his door.


	12. Talking It Out

Niles opened the door quickly and stopped short when he saw her.

"Hi," Fran said quietly, "Um, can we talk for a moment?"

Niles breathed in, "Certainly." He gestured for her to come in.

Fran looked at his bed and saw a suitcase- half full of clothes. He was packing?

"Niles," she began, "what—what's all this?"

"Well Mr. Sheffield did give us the weekend off. And with his permission, I'm taking an extended week-long vacation.

"Ohh," Fran breathed a sigh of relief. For a moment she had thought he was quitting. That she had maybe driven him to that.

Other than the few articles of clothing on the bed, his room was basically spotless. She admired that about him. Able to keep everything neat as a pin. She sat on the edge of his bed and looked up at him. He leaned against his dresser, one elbow propped up on it. For a second, Fran forgot all that she was going to say. Just looked at him. His slightly ruffled dirty-blonde hair. His eyes focused on her, patiently waiting for her to begin. He looked so austere, dignified, and yes even…handsome…her breath was taken away for a moment.

She scolded herself and tried to refocus by saying, "I'm really so sorry Niles. That I hurt you. And if ever I led you on, please forgive me. I honestly didn't mean it." Did she? Of course. she had never intended for all this to happen. Had she somewhat been leading him on though?…NO. Not possible.

She continued again, "I think that we just got caught up in the whole game, you know? When I started this whole thing, I wasn't aware of the implications and well I never," she realized she was beginning to babble now.

"Miss Fine," Niles held up a hand to stop her. "Really, there's no need to continue. I understand. And you're right," he looked around the room for a moment, "I too, got caught up in it. All that happened earlier," he said referring to the ice-skating incident. "Well all that, I –I feel that that incident falls in that same category you were talking about. Getting caught up in the game. I was confused and I'm sorry as well. Sorry to put myself out there like that. It was out of line and I blame the 'pretending' part of it. But it's all right now, we understand each other." He abruptly turned his back to her and began rummaging through his dresser. He turned around with several pairs of socks and hurriedly put them in his suitcase.

"Niles?" Fran put a hand on his arm.

He stopped, feeling the touch on his suitjacket. "Yes?" He breathed after a moment.

"There's something else…" Fran began slowly.

Niles turned around to face her. That soft white-skinned face, eyes kind and questioning. Wondering if she was able to talk with him on the same level. He could read her expressions like a book.

"Hm?" He gazed at her trying to force out his own thoughts.

She impulsively grabbed his hand. It was warm and soft. Not something you'd expect from a man who scoured pots and pans for a living.

Niles almost jumped. He hadn't expected her to do that. And she was still holding on to his hand. She put her other hand over his to clasp it. Niles looked down at it.

Fran realized that she was deliberately delaying herself. Oh darnit, why was this so hard? Because you made it that way, she reminded herself, you're the reason Niles is flinching uncomfortably at your touch.

"Niles," she said thickly…she needed to do this standing up. Still holding his hand, she stood, looking him squarely in the eyes.

Nils realized she was standing up—close to him. In fact, very close. He could smell the citrus shampoo in her hair. He didn't want to back away, however. He felt rooted to the spot. And there was the matter of her still clutching his hand. He didn't want her to let go of that either.

"Mr. Sheffield and I," Fran said tenderly, "We decided-well we're together now. He said he loved me—and this time he didn't take it back." It took a moment to register and then Fran felt Niles' hand go limp. His ice-blue eyes stared back at her and she suddenly felt very unnerved. She slowly let go of his hand and backed away slightly from him.

"Oh," he said finally, "Right."

He suddenly looked very tired and old. Fran felt her heart go out to him wanting to hug him, lift up his spirit. She would have been hugging him and him hugging her—they would have been dancing around the room—if only…if only she hadn't royally messed things up.

He backed away from Fran instead. Niles felt he had to leave—NOW. The news should have come as joy to him. He should be happy for her—ecstatic. But right now his heart was in his shoes and he couldn't quite explain why.

He sighed deeply and managed to muster up a smile. "Congratulations Miss Fine, I'm glad that it…that it turned out for you."

Fran smiled softly at him, "Thanks Niles."

With that said, Niles quickly grabbed his suitcase and swiftly zipped it up. He began walking towards the open door when Miss Fine suddenly stepped in his way. He halted, inches from her.

"One more thing," she said quietly staring into his tender-hearted face. A face that looked so broken and tired. She earnestly felt the need to touch it and gently reached her hand out to touch his smooth cheek.

Niles saw her hand reaching out. He knew he should back away but once again felt himself glued to the spot. How utterly entrancing she was. A single hand and she could render him powerless, incapable of basic motor functions. He held his breath not knowing and yet dying to know what her next move was.

Her hand cupped his cheek ever so lovingly and Niles felt a tingling sensation from his cheek shoot to the tip of his hair follicles.

"I want to thank you," she began, "for being the best friend a girl could have." On a quick impulse, she stood up on tiptoes and kissed his forehead. Niles felt more tingling, this time pins and needles going down to his toes. He finally exhaled. She lowered herself back down and the two found themselves uncomfortably close to each other yet again. Fran met his piercing gaze and the two held eye contact for what seemed like minutes. A ripple of heat passed through the air. Finally, Fran broke the gaze.

Looking away she said in an almost whisper, "Have a nice trip."

Niles nodded, his gaze not on her but at the door.

"I'll really miss—" Fran said as she turned around but Niles had already left. He was gone but the emptiness she felt inside was not. How was she going to make it a week without him around?


	13. Missing Him

The next morning Fran rolled lazily over in her bed. She hadn't slept well and now had an intense craving for a chocolate Almond Hershey bar. She slapped at the intercom next to her bed to page Niles. She opened her mouth and stopped short. Niles wouldn't hear her….Niles was gone, for a week. The truth hit her like a splash of cold water in the face. And suddenly she felt a bolt of pain tear through her insides. Wow. She already missed him like crazy.

Well it's your fault, a little voice in her head reminded her. You drove him away, scared him off. But no, he had had vacation time coming up. He was already planning on leaving. But funny, how he chose to bolt out of here like a scared rabbit as soon as you went to talk to him last night, that voice came back to tell her.

Oh this was ridiculous. She wasn't going to let the voice in her head control her thoughts. She needed food. She threw on one of her loudly colored bathrobes. A hot pink and baby blue one. She trotted on downstairs and sniffed as she neared the dining room, expecting to be greeted by the warm smell of bacon and eggs or Belgian waffles and syrup (a personal favorite of Niles'). But instead she was greeted with no smells at all. The dining room felt cold and she entered to see Grace, Brighton, and Maggie hunched over their cereal bowls. Oh…right. No Niles here to cook. Man. And she'd been really itching for those waffles.

"G'morning kids," she said listlessly.

"Mornin'," they replied in unison, in much the same tone. Fran sighed and plopped herself down in her usual chair. "Grace, can you pass the Lucky Charms?" She asked indifferently.

Suddenly Mr. Sheffield walked in looking as sharp and handsome as ever in his buttoned form-fitting navy vest and white dress shirt. Fran sat up a little in her chair.

"Good morning children," he said. "Good morning Miss Fine," he said with a charming smile and a wink in her direction.

Fran ducked her head shyly, "G'morning Max- Mr. Sheffield," she caught herself just in time.

Mr. Sheffield gave her an amused grin. "Miss Fine, I need to uh…see you in my office after breakfast. To discuss um…uh well you know…" he looked around him, "The children! Yes that's it." He glanced over at her knowingly.

Fran smiled warmly back at him. "Of cooourse, Mr. Sheffield. Immediately after breakfast." She thought about it for a second, "After I freshen up."

The kids exchanged glances.

MR. SHEFFIELD'S OFFICE

Fran knocked on the door.

"Come in," was Mr. Sheffield's reply.

Fran sauntered in wearing a sexy and daringly short silver skirt, a black long-sleeved zippered sweater that was open enough to entice, and black strapped-heeled pumps.

"Ohh Miss Fine," Mr. Sheffield breathed as he saw her.

She smiled broadly at him as she plopped herself on the corner of his desk.

"Ya like?"

"Mm hmm. Ver much." He sized her up and down with a gleam in his eye. He suddenly stood up and scooped her in his arms.

"Ohh Maxwell!" She shrieked surprised.

His soft eyes looked down at her, "What are you doing to me?" he murmured huskily.

"Moi?" Fran asked innocently, pointing at herself.

"Mmm…" His eyes never leaving hers, he bent down and softly kissed her. She responded to his touch passionately and threw her arms around him. The couple embraced, kissing each other feverishly. Fran found herself leaning backwards as Mr. Sheffield laid her down on the desk. Wow, was he ever on fire! Suddenly Fran heard something fall over and then it rolled underneath her head- whatever it was.

"Ahh…" she moaned uncomfortably.

Unfortunately Maxwell mistook the meaning in her moan and began kissing her more earnestly, his lips trailing down her neck.

"Ouch!" She cried feeling the thing pushing her neck upwards.

Maxwell pulled away breathlessly, "What's wrong?"

Fran struggled to sit up, pushing her skirt down, and twisted around to see what was behind her.

It was a can of something.

She picked it up and rolled it over in her palm.

'LEMON PLEDGE' the label read.

"What is it?" Mr. Sheffield peeked over her shoulder.

Fran paused, "Just polish. Furniture polish." She muttered quietly while looking down.

Mr. Sheffield sensed something was wrong. "Fran?" he gently put a hand on her shoulder.

Fran didn't want to answer to him. Suddenly she felt a wave of sadness overcome her. She felt she was about to lose her composure, lose control. No one else could understand how a typical household cleaner could hold so much subtext. But apparently it did for her. She began to feel tears welling up in her eyes. Her mind flashed back to a moment between her and Niles. She was laughing in his arms after he told her he was wearing "Lemon Pledge Baby". The two of them in high spirits, eager to start their mischievous plan. The 'Before Story' Fran thought bitterly, _before_ I messed it all up.

It was all too much to take in. Fran furiously tried to blink back her tears as she hopped off Mr. Sheffield's desk. She had to get out, had to talk to someone before she exploded. And she needed something to sustain her. Something chocolate. The one obvious place for help stuck out in her mind—Ma's.

"Fran?" Mr. Sheffield tried in vain to get her to look at him.

Fran swallowed and began heading towards the door, "Gotta go. Ma's." She said quickly as she exited, leaving a bewildered Mr. Sheffield behind her.


	14. Ma's Place

"Fran!" Sylvia exclaimed as she opened her front door. "I was beginning to worry about you. I tried to get a hold of you after your father and I got back from Florida but every time I called I was told you were out with Niles which I found—"

At the mention of his name Fran let out a sob.

"Ohhh Maaa!" She blubbered, her eyes brimming over with tears for the second time in an hour.

"Frannie, what's wrong? Why are you crying? You and Mr. Sheffield have a fight?" Sylvia asked as she led Fran into the kitchen, promptly pulling out an enormous turkey leg from the fridge.

"Nooo it's not that. Not that at all actually…" Fran sniffled and paused, "Got any chocolate Ma?"

"Oh sure, we got some leftover birthday cake of your sister's."

"Ma, Nadine's birthday was two months ago!" Fran exclaimed.

"Your point?" Sylvia put it bluntly.

"OH. Right, that's fine," Fran settled at the table with the birthday cake.

"So you wanna tell me what's going on?" Sylvia asked through a mouthful of turkey leg.

Fran sighed dejectedly and went into the long story. She told her mother everything starting with getting fed up with Mr. Sheffield's lack of commitment and ending with how they had just recently exchanged 'I love you's'.

"Fran!" Her mother stopped and shook her arm furiously.

"What?"

"WHAT'S THE PROBLEM THEN!"

"Well Ma, you haven't heard it all. Niles and—" Fran started.

"Forget it. Mr. Sheffield is in love with you! Oh I'm so HAPPY!…for you Darling, of course." Her mother sighed contentedly.

"But I really feel upset about Niles—"

"Darling, this is wonderful news. Oh! If I call your cousin Georgie it might be able to make the 6 o'clock news!" Her mother started going for the phone.

"MA!"

Her mother finally paused and looked at Fran. "What is it?" She cried exasperatedly.

"Ma." Fran adopted a sterner attitude, "Listen to me. I need to tell you something."

"All right," her mother gave in.

"Sit!" Fran commanded holding the turkey leg out like a treat and like a faithful dog her mother obeyed.

"Ma…I …I don't know why this is happening to me but suddenly I'm not so sure about me and Mr. Sheffield."

"WHA—" Fran anticipated her mother's inevitable outburst and shoved the half-eaten turkey leg in her mouth.

"Sshh! Let me finish…Ma, the more time I spent with Niles while we were hatching our plan, the less I thought about Mr. Sheffield. And seeing the way I'd led Niles on, hurting him like that." Fran shook her head sadly, "and then realizing I was losing my best friend…and yes I finally did get to Mr. Sheffield and he said he loved me but now…" Fran paused feeling sort of light-headed all of a sudden, "I suddenly realize that that wasn't the voice I wanted to hear those words from and…" Fran felt like she'd made some sort of breakthrough by speaking her incoherent thoughts out loud. Still there was something on her chest that was weighing her down.

Sylvia had paused in mid-chew, "So wait a minute, Fran. Lemme see if I get this straight." She looked her daughter dead in the eyes, "You're telling me that you'd throw a way a gorgeous millionaire who just told you he loved you because you'd rather be with the toilet bowl cleaner? What's WRONG with you!" She began shaking Fran by the shoulders.

"Ma, Ma!" Fran cried.

Her mother paused with a thought, "Well…at least you'd never go hungry."

"No, that's YOU, Ma," Fran pointed out.

"Oh yeah," Her mother replied. "But Franela! What are you thinking? Are you in …you're not…" Sylvia paused, holding the thought out, praying that it wasn't true.

Fran looked back at her mother but insider thoughts were elsewhere. Swirling. She always had a blast when he was around, he helped her get out of more scrapes than she could imagine, she told him everything, he was her confidante, he was her best friend, she thought about him everyday, lately she was constantly wondering what he was doing and where he was when she wasn't with him, fixing herself up when she was around him, suddenly noticing more and more those glances he gave her when she'd make an entrance with a skimpy skirt or enticing dress, suddenly noticing his appearance—his slightly ruffled cornsilk hair, smooth skin, and blue eyes that sparkled and danced over her and a grin that literally made her insides melt, his warm and comforting hugs when she was upset…those broad shoulders and strong arms, the thoughtfulness he showed by always keeping a freezer stocked with Ben & Jerry's…Fran's mouth dropped open as she focused on her mother…

"YES Ma. Yes! I'm in love with him!" She yelled ecstatically.

Her mother looked up at the ceiling, "Please be Mr. Sheffield, please be Mr. Sheffield!" She prayed earnestly.

"It's Niles, Ma! I love him, I love HIM!" Fran shouted at her mother.

"NOOOOoooooo…." came the wail from her mother.

Fran was suddenly sobered as the thought of Mr. Sheffield came into her mind. And what about him? She paused and allowed the thought of him to enter her mind. But nothing flowed. No tender thoughts, no tugging at the heartstrings. The passion might have been there but nothing else seemed to emote from her. In fact, she felt a little numb on the subject. Odd. Odd that she had worked so hard and diligently and dutifully on something she had thought she wanted so badly when all along…she already had what she really wanted. NILES. That is if she hadn't yet ruined everything between them. Well there was still time to fix that. But first things first. She had to straighten out matters with Mr. Sheffield.

Fran quickly hugged her mother who was faking palpitations, handed her her 'medicine' (a can of whipped cream), and yelled, "Wish me luck Ma!" as she ran out the door.


	15. The Longest Subway Ride Ever

_**A/N: **__First off I must say I AM SOOOO SORRY for not updating this story sooner. I know all you reviewers were patiently waiting for a whole year (yikes!) for this and I'm sorry. I lost my inspiration for awhile and then I just didn't know how to end this fic but after receiving TONS of reviews on how good the story was and how so many of you wanted to know what was going to happen, well I owed it to all of you who enjoyed the fic thus far. Also, I hate leaving a story incomplete. There will be a chapter or two after this one so this isn't the very end and hopefully some people are still interested in reading it! We will reach an ending with this story I promise ) This chapter was to help me sort out Fran's thoughts and to get myself back in the groove._

_Thanks for all the kind words reviewers, I hope you're still out there. Enjoy!_

Fran hurried down the stairs of her mother's apartment building so fast that she ended up breaking the tip of her black high-heeled shoe. She crumpled as she came down hard on her right foot and the heel fell out from under her. Fran gave a little frustrated cry.

_Nothing_ was going to get in her way right now.

She yanked the shoe off and hobbled with one high-heel on all the way to the subway. There were enough freaks in the subway; no one would notice a frazzled big-haired meshuganah missing a shoe.

She clutched the pole in the subway, her mind scattered in a million places. First things first she needed to straighten out what she had mistakenly started with in regards to Mr. Sheffield.

She couldn't continue working for him after this, there was just too much history and painful memories there. Of course she would miss the children but both her and Mr. Sheffield had come to the realization long ago that they no longer needed a nanny anyway. Two of them could drive and the other was smarter than all the adults in that house combined. Fran chuckled somewhat bitterly to herself. Funny how long they had dragged out this nanny business. She clearly hadn't been needed for some time.

She then had a rather painful thought regarding Mr. Sheffield's feelings for her.

_He wouldn't have confessed to me his feelings on his own._

She had pushed and pushed him for years to say something to her but it wasn't until she told him of the scheme she had cooked up with her and Niles that he had let his guard down and said he loved her. But perhaps that was just a ruse to keep her around? He certainly had tried enough of those in the past.

But she couldn't DO this anymore! 

He yanked her around like a puppet on a string and she was frankly sick of it. Mr. Sheffield liked for things to stay the same, no forward motion and certainly no changing. She was glad she realized this now that he would only come after her so far. He wanted to keep things at a certain level and he might reach out a bit to her to keep it at that level. But the bottom line was he wasn't really going to fight for her. The only way to get him to chase her was for her to keep running.

_And I'm tired of running._

With Niles she knew he wanted her. He accepted her as she was. And he loved her so much that he let her go…into Mr. Sheffield's arms. What a good sport he was about it too. She had thrust his beating and broken heart back into his hands and he had the decency to still wish her all the happiness with Mr. Sheffield.

Tears came to Fran's eyes as the weight of her thoughts came down on her. Mr. Sheffield had hurt her, she had hurt Niles, and now she was stuck in this circle of endless hurting.

She sniffled and dug into her bright red leather purse for some Kleenex. Finding a crumpled one she dabbed her eyes and straightened up.

This was the time of change, the New Year was approaching, and she was going to let go of her past and embrace her future.

Breaking it off with Mr. Sheffield would be difficult at best. But hopefully Niles would still accept her.

_No more running._

She finally reached the Sheffield mansion after the longest subway ride ever. The door loomed in front of her. Taking a deep breath she turned the knob.

_Time to face the music._


	16. An End Of An Era

_Thanks for the kind reviews **Ferris **and **Jesus Freak 87**! I'm so pleased to know that people are still interested in this fic. I know I've been re-inspired to finish it so thanks for all the encouragement! I'd love to read other Niles/Fran pairing fics- if anyone out there is thinking of writing, has written, or knows of one, let me know. _

_Enjoy the next chapter. It's a bit of sad one._

Fran opened the front door timidly and poked her head in.

"Haallo?" She asked her nasal voice coming out.

She walked into the foyer. The house seemed empty so far.

She passed through the dining room. No one there either.

She entered the kitchen. Empty.

Great, she hoped Mr. Sheffield was here at least. Probably in his office.

_Workaholic_.

That was another thing that would have been difficult to contend with. He was constantly absorbed in his work and the newest play he was trying to produce. It would have been rough to compete with that if they had ended up together.

She reached his office door and knocked quietly.

"Come in." She heard the familiar British voice answer.

"Oh Fran, how lovely to see you," Mr. Sheffield looked up from his work with a pleased expression.

"Hi…um, Maxwell."

Mr. Sheffield sensed something was wrong. Miss Fine should have sauntered over to him and already be perched sexily on his desk by now. Yet at the moment she was barely beyond the doorway looking as if she had some great burden on her mind.

Mr. Sheffield stood up slowly, "What's the matter?"

"Please Mr. Sheffield, you might want to sit for this," Fran motioned to his chair.

He looked at her puzzled but obeyed her request.

"Maxwell, Mr. Sheffield, I have to be honest with you. This can't work between us."

Mr. Sheffield opened his mouth in protest.

"Please let me finish. For years I've wanted us to be together but I was oblivious to some very important truths. I don't think we would have ever gotten together if I hadn't been the one pushing it for so long. We would have gone on for years and years stuck in the same positions as employer and employee. I've come to understand you wouldn't ever have made your move to make it more than that.

I'm sorry Mr. Sheffield but I need more than that. Not someone who it feels like I dragged kicking and screaming into this relationship but someone who was willing to go the extra mile for me."

"But Fran, that's just not true," Mr. Sheffield argued.

"Could you honestly tell me you would have deepened our relationship without my pushing? All on your own?"

"Well…that's not the point. The point is we are together now."

Fran sighed, "Actually that's the whole point right there. You are just fine with the cards falling into place but you never really wanted to put forth that effort to make them fall. And I think I deserve more than that."

Mr. Sheffield looked down sadly knowing she did have a point.

"And let's face it. The children are grown and no longer need a nanny."

Mr. Sheffield nodded in agreement.

" I've just been puttering around this house. I've stayed here too long and I have to move on now. This time for real," she said firmly.

"Move on into Niles' arms?"

Fran paused. She looked into Maxwell's deep dark eyes, "Yes if he'll still have me," she whispered.

He exhaled, "Well if that's where your true feelings lie then I shouldn't stand in your way."

Fran smiled at him. "Thank you, that means a lot, Mr. Sheffield."

He broke her eye contact feeling emotions welling up inside of him.

Fran looked away from him as well as tears began forming in her eyes.

_This was so hard. There had been so many memories between them. But this time it really was time to move on._

"Niles is in Vegas by the way. He's staying at the Bellagio." Mr. Sheffield said suddenly.

Fran's head jerked in his direction. "Thanks for that. I'll just go pack up my things and say my goodbyes to the children."

Mr. Sheffield met her eyes once more, "Miss Fine?"

"Yes?" Fran replied hesitantly.

He looked unsure of what to say at first.

"Take care of yourself."

"You do the same, Mr. Sheffield." Fran quickly left his office as the tears started rolling down her smooth cheeks.

Mr. Sheffield stared blankly down at his desk full of paper contracts. Already he could feel the emptiness of her departure filling up the room.


	17. Ring The Alarm

Thanks for the reviews guys! Sorry this chapter's a bit short. I've been so busy lately. I'm currently writing another fic (Love & Infuriation –Pirates of the Caribbean fic), looking for a job (which I found!) and going on film auditions. Anyways I'm rambling, here's the next chapter!

Fran burst into the lobby of the gorgeous Bellagio Hotel in Las Vegas. The ceilings were huge and cavernous. She looked up quickly admiring the view as she ran up to the front desk.

"Um excuse me?" She asked the well-dressed man behind the counter. He was currently on the phone speaking in hushed tones to a customer.

"Yes of course Mr. Bergen. We can take care of your wife's dry-cleaning needs. You say she jumped into the fountain out front? Oh, oh, I see she _slipped_," he nodded knowingly with a smile.

Fran looked around frantically. Spotting a gold-plated bell she slammed her hand on it several times causing it to ding loudly.

"_Excuse me??_" She said with a frustrated voice. There was a clang as the bell bottomed out. Oh crap, she had broken it.

The young man hung up the phone and turned towards Fran.

She quickly slid the bell down the counter where it slid off with a crash.

"Yes ma'am? How can I help you?"

Fran whirled to face the clerk. "Uh, I need to know if Niles has checked in," she said hurriedly hoping he hadn't seen the bell go flying.

He seemed oblivious as he turned towards his computer and started clicking away, "All right then. And what is his last name?"

Fran stared at him blankly.

"Um…" she finally said, "It's Niles. Just Niles." She never did find out his last name in all the years she'd been working at the Sheffields'. She highly doubted he even had one.

Luckily the young man looked up and said, "Ah! Here we are, Niles."

He looked her in the eyes, "Um you know we really shouldn't be giving out any information."

Fran stared back at him with pleading watery eyes, "Please…it's really important."

His face softened, "All right." He turned towards the screen again, "Yes ma'am. He checked in a few hours ago."

Fran nodded, "Thank you. Um one other thing, could you possibly ring him? I need to speak to him right away."

"Of course." He dialed and held the phone up to his ear. After a few moments he placed the phone back in the cradle.

"I'm sorry. There was no answer. You might try one of our restaurants or the casino," he suggested.

Fran smiled weakly, "All right. Thanks for your help."

"You're welcome. And good luck."

Fran nodded. _And I'll certainly need it._

She'd try the casino first.


	18. Boy We've Come A Long Way

_I'm coming out of my cage  
And I've been doing just fine  
Gotta gotta be down  
Because I want it all  
It started out with a kiss  
How did it end up like this  
It was only a kiss, it was only a kiss  
Now I'm falling asleep  
And she's calling a cab  
While he's having a smoke  
And she's taking a drag  
Now they're going to bed  
And my stomach is sick  
And it's all in my head  
But she's touching his-chest  
Now, he takes off her dress  
Now, letting me go_

And I just can't look its killing me  
And taking control  
Jealousy, turning saints into the sea  
Swimming through sick lullabies  
Choking on your alibis  
But it's just the price I pay  
Destiny is calling me  
Open up my eager eyes  
'Cause I'm Mr Brightside

Lyrics by The Killers "Mr. Brightside"

Niles sat gloomily at a craps table placing bets absentmindedly. His mind would not stop wandering to thoughts of Miss Fine. He knew he had to stop thinking about her. What had happened was over and done with.

Besides she had admitted she had simply got caught up in their game of pretense. And he had agreed, saying the same about himself. Of course he knew not too far deeply down that that was one of the biggest lies he had ever told. How she hadn't seen through that he would never know. Well it was no matter anyway. She had made her choice with Mr. Sheffield. All was going well for her now and he wanted to be the best friend he could be to her, as painful as it was. He was going to be happy for her no matter what.

And he knew that she'd be happy knowing he was having a good time in Vegas. He sighed tiredly running a hand through his slightly ruffled blond hair. It was hard to have a good time though…_not without her around…._

Fran passed by a mirror in the lobby and got a horrifying look at herself. She realized she was a mess. Her hair was disheveled and big (but not in a good way) and was sticking out in all the wrong places, her clothes were wrinkled from the long plane ride, and her makeup was smeared.

No matter the urgency, Fran Fine was in no way going to show up to see Niles looking like the bride of Frankenstein. She had no control over what he would say when he saw her but she did have control of her own appearance. She ducked into the ladies' room.

Luckily she had a small bag with a change of clothes on her. She quickly emerged with her hair _tastefully_ done big and her makeup carefully touched up. Fran had squeezed herself into a tight black miniskirt with a silver dangling chain around it, black tights, and a curve hugging long-sleeved silver blouse.

She stormed into the casino area, eager to find Niles, desperate to find him in fact. Her eyes shone brightly and there was bounce in her step. She felt like she was in a Vidal Sasoon commercial.

Her eyes scanned the casino area. It was very busy. People were strolling about all over. Tons of slot machines lined the walls and the middle area was filled with poker, blackjack, roulette, and craps…wait a minute. Craps tables.

Her eyes widened as she spotted a slumped figure looking standing against a craps table with a build similar to Niles'.

She watched from the corner of the room for a few moments.

The man's head tilted slightly in her direction, the light bouncing off of the dirty blond hair.

Fran let out a small gasp as she realized it _was_ him.

My goodness she thought, he looked so worn. He wore a hangdog expression that suggested he wasn't doing so well in the game.

He threw another chip down on the table and absentmindedly pointed to where he wanted the money to go. Another player rolled the dice. The dealer scrapped the winnings towards the end of the table.

Niles' expression didn't even change.

Fran's heart tugged at the sight of him. This was awful.

Inhaling a deep breath she adjusted her miniskirt, straightened her posture and strode over towards him with a bounce in her walk.

Niles stared down at the table, the dice in his hand.

"Your roll, sir," the dealer spoke.

Niles nodded clutching the dice tightly. He brought them towards him and was about to shake them when suddenly a hand from behind him took hold of his wrist.

He stopped short, suddenly smelling Chanel No. 5 perfume as it wafted around his head.

He let in a sharp intake of breath as he slowly turned around, his wrist still being held firmly. The hand slid to his fingers clasping them over the dice as he stared in awe at the gorgeous figure before him.

Miss Fine. What in the world was she doing here? 

His liquid blue eyes searched her face inquisitively. The rest of his body was still in shock including all other basic motor functions such as breathing. He finally released his breath.

Miss Fine, leaning down, slowly turned over his hand and brought it to her mouth where she gently kissed his fingers still curled around the dice.

"How 'bout a little luck this time?" She whispered huskily to him.

Niles' heart soared. He couldn't believe what was happening.

"How did you…when did you…I just can't—" He began babbling.

The dealer coughed and several other people at the table were giving glares in his direction.

Fran smiled sexily at him, "Just throw the dice, Niles." She let go of his hand.

Niles stared into her deep dark eyes feeling lost in them. He realized the double meaning to her statement and threw the dice in front of him without even looking away.

Shouts erupted all around the table.

"Sir! You just quadrupled your bet!" The dealer shouted and several other people oohed and ahhed in excitement.

Niles couldn't stop looking at Miss Fine, a goofy grin planted on his face.

Fran nudged his shoulder, "Collect your winnings you goof."

Dazedly he got up from the table and quickly gathered his winnings.

Fran began walking across the room heading out to the lobby. Niles ran to catch up to her.

Tears started forming at the corner of her eyes as Fran's emotions began to get the better of her.

"Hey, hey, Miss Fine," Niles grabbed her by the arm as the exited the building heading towards the waterfalls outside.

It was nighttime now and they had turned on the lights under the falls.

Fran looked back at him, her eyes simmering with hot tears.

Niles felt his heart melt at the sight of her. She looked gorgeous but so frail.

"Here Miss Fine, sit down," Niles gently ushered her to the stone ledge that lined the waterfalls.

Fran sniffled and looked down, unable to meet his eyes.

Niles felt in his suit-pocket for a handkerchief. Finding one he pulled it out and slowly brought the handkerchief to her face, dabbing away at her tears.

"What's going on?" He asked her quietly trying to get her to look at him.

She still wouldn't meet his eyes. She couldn't. She had hurt him so. _What if it was too late?_

"Hey…" He prodded.

"Hey…" He pocketed the handkerchief and reached his hand to her face, cupping it so he could look in her eyes. "What is it?"

"Ohhh Niiiiless…" she sobbed unable to hold back any longer. "I broke up with Mr. Sheffield and I came out here looking for you."

Niles looked at her questioningly still holding her face level.

"I realized what an idiot I've been and it's YOU I want to be with. All that time wasted on Mr. Sheffield and wishing he would love me back when all along you've been right there for me. Through every trial, thick and thin, every meshuganah thing I've done." She laughed slightly and Niles smiled back at her.

"I want to be with you…that is if you'll want a broken down, runny nose, makeup-smeared, mess." She finally met his eyes fully.

Niles' hand moved away from her chin and this time he brought his thumb to her cheek and softly wiped away her tears.

He paused for a moment, "Miss Fine, you opened something in me I didn't know was there. All those years of working together and I never even noticed. But once my eyes were widened, I realized there was never anyone else. It's only been you and it will only be you. I love you Miss Fine."

Fran heaved a sigh of relief and smiled broadly at him, "Niles, I think you can call me Fran now."

They laughed together, the sound tinkling in the air. 

"I love you too."

"So what now?" His eyes twinkled.

"Who cares?" Fran flung her arms in the air.

Niles grabbed her gruffly pulling her tight against him to envelope her in his arms as he kissed her with built-up fervor.

Fran kissed him back, her worries dissipating rapidly. His arms felt like home. Boy had they come a long way. She ran her fingers through his soft hair as he clutched her back with his strong hands. They kissed as the waterfalls shot up in the air behind them, reds, oranges, greens, and blues, changing colors like a kaleidoscope

THE END

_Hope you guys enjoyed the ending. Please review with all your thoughts and comments, it's greatly appreciated. And thanks for all who have already and for those who stuck with this story for over 2 years in the running! You guys were all a great inspiration. And I'd love to read more Niles/Fran fics so please share! _


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